X0306 4 2017-04-24 1 0000880115 CLAYTON WILLIAMS ENERGY INC /DE CWEI 0001259313 ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001536937 Ares Management Holdings L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001669983 Ares Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001620317 Ares Holdings Inc. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001620264 Ares Management GP LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001620263 Ares Partners Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001176948 ARES MANAGEMENT LP 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 Common Stock, $0.10 par value 2017-04-24 4 J 0 6093505 D 0 I See Footnotes Warrant to Purchase Common Stock 22.00 2017-04-24 4 J 0 2251364 D Common Stock, $0.10 par value 2251364 0 I See Footnote Pursuant to the Agreement and Plan of Merger, dated as of January 13, 2017, by and among the Issuer, Noble Energy, Inc. ("Noble") and two indirect wholly owned subsidiaries of Noble (the "Merger Agreement"), at the effective time of the merger (the "Effective Time"), each share of the Issuer's common stock ("Common Stock") reported on this Form 4 was converted into the Merger Consideration (as defined in the Merger Agreement). The amounts of securities reported in this Form 4 reflect an aggregate of 6,093,505 shares of Common Stock that were held directly in the following amounts: 339,543 shares by AF IV Energy AIV A1, L.P., 92,697 shares by AF IV Energy AIV A2, L.P., 229,063 shares by AF IV Energy AIV A3, L.P., 50,282 shares by AF IV Energy AIV A4, L.P., 335,212 shares by AF IV Energy AIV A5, L.P., 223,475 shares by AF IV Energy AIV A6, L.P., 251,407 shares by AF IV Energy AIV A7, L.P., 195,540 shares by AF IV Energy AIV A8, L.P., 156,432 shares by AF IV Energy AIV A9, L.P., 236,604 shares by AF IV Energy AIV A10, L.P., 335,212 shares by AF IV Energy AIV A11, L.P., 2,806,188 shares by AF IV Energy AIV B1, L.P. and 841,850 shares by AF IV(U), L.P. The manager of the foregoing entities is Ares Management LLC. (continued in footnote 3) The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"), whose sole stockholder is Ares Management, L.P. ("Ares Management"). The general partner of Ares Management is Ares Management GP LLC ("Ares Management GP") and the sole member of Ares Management GP is Ares Partners Holdco LLC ("Ares Partners," and together with Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, and Ares Management GP, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal. (continued in footnote 4) Decisions by Ares Partners' board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler. Each of the Ares Entities and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of the securities reported on this Form 4, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067. Each warrant was exercisable at any time and would have expired on March 15, 2026. Pursuant to the terms of the Merger Agreement, at the Effective Time, each warrant to purchase a share of Common Stock reported on this Form 4 was converted into the Merger Consideration (as defined in the Merger Agreement). The amount reported reflects warrants that were exercisable for an aggregate of 2,251,364 shares, in the following amounts: 103,971 shares by AF IV Energy AIV A1, L.P., 28,385 shares by AF IV Energy AIV A2, L.P., 70,141 shares by AF IV Energy AIV A3, L.P., 15,397 shares by AF IV Energy AIV A4, L.P., 102,645 shares by AF IV Energy AIV A5, L.P., 68,431 shares by AF IV Energy AIV A6, L.P., 76,984 shares by AF IV Energy AIV A7, L.P., 59,877 shares by AF IV Energy AIV A8, L.P., 47,901 shares by AF IV Energy AIV A9, L.P., 72,451 shares by AF IV Energy AIV A10, L.P., 102,646 shares by AF IV Energy AIV A11, L.P., 859,288 shares by AF IV Energy AIV B1, L.P. and 643,247 shares by AF IV(U), L.P. /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT LLC 2017-04-26 /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDCO LLC, general partner for ARES MANAGEMENT HOLDINGS L.P. 2017-04-26 /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDCO LLC 2017-04-26 /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDINGS INC. 2017-04-26 /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT GP LLC, general partner for ARES MANAGEMENT, L.P. 2017-04-26 /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT GP LLC 2017-04-26 /s/ Naseem Sagati, by Authorized Signatory of ARES PARTNERS HOLDCO LLC 2017-04-26